The waiver of notice of meeting
below was provided to each Trustee prior to the meeting.

In response to Chairman
McCullough’s request at the outset of the meeting, all of the Trustees agreed to
sign the waiver and return it to the Corporate Secretary’s Office.

I, the undersigned, being a
Trustee of the Power Authority of the State of New York organized under the
provisions of the Public Authorities Law of the State of New York, have waived
all requirements, including specifically the requirements of the By-laws of the
Power Authority of the State of New York (Article III, Section 4) as to notice
of the place of the special meeting of the said Trustees, which was held at the
New York Power Authority offices in White Plains and by video conference at such
other locations as are listed on Exhibit “A” annexed hereto, on June 17, 2008,
at 10:00 a.m., and have consented to the transaction of any and all business
that came before such meeting.

Dated: June ___, 2008

___________________________________

Frank S. McCullough,
Jr.

Michael J. Townsend

James A. Besha, Sr.

D. Patrick Curley

Elise M. Cusack

Robert E. Moses

Thomas W. Scozzafava

2. Motion to Conduct an Executive
Session

“Mr.
Chairman, I move that the Authority conduct an executive session pursuant to
Section 105 of the Public Officers Law, in connection with discussions relating
to matters concerning the appointment, employment, promotion, demotion,
dismissal or removal of particular persons or corporations.” Upon
motion made and seconded, an Executive Session was held.

3.Motion to Resume Meeting in Open Session

“Mr. Chairman, I move to resume the meeting in Open Session.”
Upon motion made and seconded, the meeting resumed in open session.

4.
Personnel Matters

After
due consideration and upon motion duly made and seconded, a majority of the
Trustees authorized the Chairman to enter into an agreement with President Roger
Kelley upon the terms and conditions agreed to in the Executive Session. The
vote on the item was as follows: Trustee
Besha – No; Trustee Curley – Yes; Trustee Moses – Yes; Trustee Scozzafava – Yes;
Vice Chairman Townsend – Yes; and Chairman McCullough – Yes.

5. Next Meeting

The next
Regular Meeting of the Trustees will be held on Tuesday, June 24, 2008, at
11:30 a.m.,at the St. Lawrence-FDR Power Project, unless otherwise
designated by the Chairman with the concurrence of the Trustees.

Closing

On motion duly
made and seconded, the meeting was adjourned by the Chairman at approximately
11:20 a.m.